SERVICES AGREEMENT

1.

THE ENGAGEMENT

1.1

Subject to the terms hereof, the Company hereby appoints DOLEV and DOLEV hereby agrees to be appointed by the Company, to provide the Company with the Services (as defined below) on the terms and conditions hereinafter set forth.

1.2

DOLEV shall provide the Services and fulfill his duties in connection therewith exclusively by himself, under the direction of, subject to the approval of, and shall report to, the Company’s Chief Executive Officer (the “CEO”).

1.4

Without derogating from any other provision herein, and subject to Section 2.4 below, the Company acknowledges that DOLEV is the owner and Director of Dolev Consultants Ltd. and receives from Dolev Consultants Ltd. remuneration for services rendered to third parties, and Company hereby agrees that during the Term (defined below), DOLEV shall be entitled to maintain the above position, subject to the provisions of Section 2.5 below.

2.

REPRESENTATIONS   OF   DOLEV

2.1

He has the relevant know-how, experience, qualifications and capacity necessary for performing the Services, as defined below.

2.2

The execution, delivery and the terms of this Agreement (i) will not constitute a default or breach of any agreement or other instrument to which DOLEV is party or by which he is bound, and (ii) does not require the consent of any person or entity.

2.3

In performing his Services hereunder, DOLEV shall not utilize any proprietary information of any third party.

2.4

He is not employed, providing consulting services, has rights of representation, marketing agency or any other right whatsoever of any other company or entity which competes with the Company and the business currently carried on by the Company.

2.5

DOLEV shall not become engaged in other occupations for fee while engaged with the Company hereunder, unless he has first received the Company’s written consent. Notwithstanding the foregoing, the Company hereby agrees that Dolev may continue serving as a director of his privately owned company, Dolev Consultants Ltd., provided that such service requires only a minimal expenditure of time. It is also agreed that Dolev may spend negligible amount of time providing consulting services for the Israeli Security Agency and the Israeli Ministry of Transportation through Dolev Consultants Ltd.

2.6

He will exercise reasonable care and diligence to prevent, and will not take any action that could result in a conflict with, or be prejudicial to, the interests of the Company.

2.7

He shall devote all the required business time and attention for the business of the Company and for the full and successful fulfillment of his duties and assign to any assignments or duty, as part of the Services required by the Company, the highest priority above any other activities he may performs. To remove any doubt it is hereby clarified that in no event shall Dolev devote to the business of the Company an amount of his business time which is less than the amount typically provided by a full time job of an equivalent position in an equivalent start-up software company.

2.8

He will provide the Services, as stipulated in this Agreement, to the Company with a high degree of devotion, professionalism and proficiency.

3.

EXTENT AND SCOPE OF SERVICES

3.1

During the term hereof, DOLEV shall provide the Company with the services and work required for full and successful fulfillment of the functions normally performed by the Vice President for Security Systems of the Company (the “Services”).

3.2

DOLEV shall render the Services, as required by the Company, on such dates, at such time as shall be reasonably requested by the Company, from the Company’s facilities in Israel, which are currently located at Netanya.

3.3

During the term hereof, DOLEV shall keep the Company, through the CEO, or such person designated by the Board, currently informed as to his activities hereunder and shall, periodically and/or by request, provide the Company with written reports setting forth the Services provided by him as well as any other activity performed by Dolev Consultants Ltd.

4.

FEE

5.

PROPRIETARY INFORMATION AND INVENTIONS

5.1

DOLEV shall execute the Proprietary Information and Inventions and Non-Competition Undertaking in the form attached hereto as Appendix B .

5.2

Corporate Opportunities . In the event that during the term of this Agreement, any business opportunity directly related to the Company’s business shall come to DOLEV’s knowledge, DOLEV shall promptly notify the Company’s Board of Directors of such opportunity. DOLEV shall not appropriate for himself or for any other person other than the Company, any such opportunity, except with the express written consent of the Board of Directors, in advance. DOLEV’s obligation to notify the Company and to refrain from appropriating all such opportunities, which have come to his knowledge during the term of this Agreement, shall survive this Agreement and shall neither be limited by, nor shall such duty limit, the application of the general law of Israel relating to the fiduciary duties of an agent or a service provider.

6.

TERM AND TERMINATION

6.1

This Agreement shall take effect from the Effective Date and unless terminated pursuant to the provisions of this Section 6, shall continue in full force and effect for a period of three (3) years (the “Term”).

6.2

Notwithstanding the provision of Section 6.1 above:

6.2.1

Death . In the event of the death of Dolev during the Term, this Agreement shall terminate effective as of the date of DOLEV's death, and the Company shall not have any further obligation or liability hereunder except that the Company shall pay to DOLEV's designated beneficiary or, if none, his estate, the portion, if any, of DOLEV's Fee for the period up to DOLEV's date of death which remains unpaid.

6.2.2

Total Disability . In the event of the Total Disability (as that term is hereinafter defined) of Dolev, the Company shall have the right to terminate this Agreement by giving Dolev 90 days' written notice thereof and, upon expiration of such 90-day period, the Company shall not have any further obligation or liability under this Agreement except that the Company shall pay to Dolev the portion, if any, of DOLEV's unpaid Fee for the period up to the date on which this Agreement was terminated by the Company due to a Total Disability as aforesaid, provided that if Dolev, during any period of disability, received any periodic payments representing lost compensation under any health and accident policy or under any salary continuation insurance policy, the premiums for which have been paid by the Company, the amount of the Fee that Dolev would be entitled to receive from the Company for such period of disability ending on the lapse of 90 days following the Company's termination notice, shall be decreased by the amounts of such payments.

The term "Total Disability," when used herein, shall mean a mental, emotional or physical condition which either (i) has rendered Dolev for a period of 90 consecutive days during the term of this Agreement, or (ii) in the opinion of an independent licensed physician, is expected to render Dolev, for a period of 3 months, unable or incompetent to carry out, on a substantially full-time basis, the responsibilities he held or tasks that he was assigned at the time the disability was incurred.

6.2.3

The Company shall have the right to terminate this Agreement for “cause”, at any time, including without limitation prior to the end of the Term, by giving DOLEV a notice of termination for cause, stating in such notice the reasons constituting such cause; provided, however, that the Board shall, within a reasonable period after providing such notice, hold a meeting in which DOLEV shall be present and shall be allowed to convey his opinion in the matter. Unless the Board elects to withdraw the notice of termination for cause as aforesaid, this Agreement shall be terminated upon the delivery of the notice of termination for cause to DOLEV. For purposes hereof “cause” shall mean (a) habitual intoxication which materially affects the Executive's performance; (b) drug addiction; (c) that DOLEV is found guilty of fraud, embezzlement, defalcation, dishonesty, or commission of an act of moral turpitude which results in either civil or criminal liability; (d) DOLEV’s intentional failure, or willful refusal without reasonable reason, to perform his duties under this Agreement or the reasonable and proper instructions of the CEO, which breach or failure is not cured by DOLEV within fourteen (14) days following notice by the Company to DOLEV requiring remedy of such breach; (e) DOLEV deliberately causes harm to the Company’s business affairs or breaches his duty of trust or fiduciary duties to the Company or its affiliates; or (f) DOLEV breaches the confidentiality and/or non-competition provisions of this Agreement, provided, however, that with respect to a breach which is not material only to the extent that such breach was not cured within fourteen (14) days following notice by the Company to DOLEV requiring remedy of such breach.

6.2.4

DOLEV shall have the right to terminate this Agreement for “just cause”, at any time prior to the end of the Term, by giving the Company a notice of termination for just cause, stating in such notice the specific reasons constituting the just cause. In the event of termination of this Agreement by DOLEV for just cause, the Company shall continue to pay DOLEV, commencing upon such termination and until the lapse of the Term, the entire consideration which he would have been entitled to receive, in accordance with Appendix A , had this Agreement not been terminated by DOLEV for a just cause as aforesaid. For the purposes hereof “just cause” shall mean (a) a material breach by the Company of a material provision of this Agreement which breach shall not have been remedied by Company within fourteen (14) days of service of a notice in writing by DOLEV on the Company requiring remedy of such breach; (b) a reduction by the Company in DOLEV’s terms of engagement or compensation (other than a reduction generally applicable to service providers, executive officers and employees of the Company and in general similar proportion as for other employees and executive officers, and provided that such reduction does not exceed 10% of DOLEV’s then current Fee), (c) a reduction in DOLEV’s duties such that DOLEV ceases to provide services covering the functions normally performed by the Vice President for Security Systems of the Company without DOLEV’s consent, or (d) the Company becoming bankrupt or insolvent.

7.

INDEPENDENT   CONTRACTORS

7.1

DOLEV warrants that he is aware that this Agreement is an agreement for the provision of management services only, does not create employer-employee relations between him and the Company and does not confer upon him any rights save for those set forth herein.

7.2

Without prejudice to the generality of the foregoing, it is hereby agreed that DOLEV shall not be entitled to receive from the Company severance pay or any other payment or consideration deriving from employee-employer relations and/or the termination thereof, including, but not limited to, social benefits, managers’ insurance fund, education fund, or the like. DOLEV further undertakes that he shall not bring a claim against the Company with any cause of action based on employee-employer relations between him and the Company, and undertakes to indemnify the Company, upon its first demand, for all reasonable expenses that may be occasioned to it in respect of or in connection with any claim in connection with such employeeemployer relations. DOLEV declares that the Fee he receives according to this contract is 19% higher than the salary that he would have received as an employee.

7.3

If, for any reason whatsoever, any competent authority, including a judicial entity, determines that DOLEV is to be regarded as an employee of the Company, or entitled to any amounts that are derived from employee-employer relationships, then in lieu of the Fee that was paid to DOLEV by the Company as of the effective date of this Agreement, DOLEV shall be deemed to be entitled to a reduced consideration which equals $11,426 (84%) of the Fee (the “Reduced Consideration”). DOLEV’s   entitlement to the Reduced Consideration shall be regarded as gross fee and shall apply retroactively as of the effective date, and DOLEV shall immediately refund to the Company any amount paid on account of the Fee by the Company as of the effective date in excess of the Reduced Consideration. Such amounts in access shall be linked to the RRE.

8.

MISCELLANEOUS

8.1

Any notice required or permitted hereunder shall be given in writing and shall be deemed given if sent by facsimile transmission or registered airmail to the address of the Party. If sent by facsimile, it shall be deemed to have arrived twenty-four (24) hours after transmission, and if sent by registered airmail, it shall be deemed to have arrived ten (10) days after posting.

8.2

This Agreement, including all schedules and exhibit thereto, is the entire agreement between the parties with respect to the subject matter hereof, and supersedes all prior understandings, agreements and discussions between them, either written or oral, with respect to such subject matter.

8.3

This Agreement shall not be modified or amended except by a written instrument signed by the parties hereto.

8.4

This Agreement shal